exv10w34



 





EXHIBIT 10.34




STATER BROS. HOLDINGS, INC.










SECOND SUPPLEMENTAL INDENTURE










with respect to:




10 3⁄4% Senior Notes due 2006










THE BANK OF NEW YORK




Trustee




 









 








     SECOND SUPPLEMENTAL INDENTURE, dated as of May 27, 2004 (the “Supplemental
Indenture”) between Stater Bros. Holdings, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at 21700 Barton Road, Colton,
California 92324, and The Bank of New York, as successor in interest to IBJ
Whitehall Bank & Trust Company, as Trustee (herein called the “Trustee”), for
the Company’s 103⁄4% Senior Notes due 2006 (the “Securities”).



     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of August 6, 1999, as amended by the First Supplemental
Indenture between the Company and the Trustee, dated as of January 11, 2002 (as
amended, the “Indenture”), under which the Securities in the aggregate
principal amount of $450,000,000 were issued and of which $449,750,000 are
outstanding. Capitalized terms used herein but not defined herein shall have
the meaning ascribed to them in the Indenture.



     WHEREAS, the Company has offered to purchase all of the Securities (the
“Offer”) and has solicited the consents (the “Solicitation”) to certain
amendments to the Indenture pursuant to the Company’s Consent Solicitation and
Offer to Purchase dated May 14, 2004.



     WHEREAS, in accordance with Section 9.02 of the Indenture, the Company has
obtained the written consent of the Holders of a majority in principal amount
of the Securities to the proposed amendments to such Indenture.



     WHEREAS, the Company is authorized to enter into this Supplemental
Indenture by a Board Resolution and simultaneously herewith the Trustee has
received an Opinion of Counsel and an Officers’ Certificate stating that the
execution of this Supplemental Indenture is permitted by the Indenture and all
conditions precedent under the Indenture have been satisfied.



     NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:



ARTICLE ONE




     Section 1.1 Subject to the provisions of Section 2.1 hereof, (A) the
following Sections of the Indenture are deleted in their entirety: Section 3.09
– Offer to Purchase By Application of Excess Proceeds; Section 4.03 – Reports;
Section 4.05 – Taxes; Section 4.07 – Restricted Payments; Section 4.08 –
Dividend and Other Payment Restrictions Affecting Subsidiaries; Section 4.09 –
Incurrence of Indebtedness and Issuance of Preferred Stock; Section 4.10 –
Asset Sales; Section 4.11 – Transactions with Affiliates; Section 4.12 – Liens;
Section 4.14 – Offer to Repurchase Upon Change of Control; Section 4.15 –
Limitation on Issuances and Sales of Equity Interests in Wholly-Owned
Subsidiaries (Other than an Unrestricted Subsidiary); Section 4.16 – Limitation
on Issuances of Guarantees of Indebtedness; Section 4.17 – Designation of
Restricted and Unrestricted Subsidiaries; Section 5.01 – Merger, Consolidation,
or Sale of Assets; and subsections (iii), (v) and (vi) of Section 6.01 – Events
of Default and (B) the corresponding provisions of the Securities are deleted
in their entirely.



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     Section 1.2. Any definitions used exclusively in the deleted provisions
of the Indenture set forth in Section 1.1, and all references to such deleted
provisions, are hereby deleted in their entirety from the Indenture.



ARTICLE TWO




     Section 2.1 Effective Date of This Supplemental Indenture.



          This Supplemental Indenture shall be effective as of the date first
written above at and after such time as the Company has delivered to the
Trustee evidence of consent from the Holders of at least a majority in
principal amount of the Securities then outstanding. The terms of this
Supplemental Indenture will become operative only upon acceptance for purchase
by the Company of Securities validly tendered (and not validly withdrawn)
pursuant to the terms of the Offer.



     Section 2.2 Indenture Ratified.



          Except as hereby otherwise expressly provided, the Indenture, as modified
by this Supplemental Indenture, is in all respects ratified and confirmed, and
all the terms, provisions and conditions thereof shall be and remain in full
force and effect.



     Section 2.3 Counterparts.



          This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.



     Section 2.4 Trustee Not Responsible.



          The recitals contained herein shall be taken as the statements of the
Company and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.



     Section 2.5 Definitions and Terms.



          Unless otherwise defined herein, all capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Indenture.



     Section 2.6 Supplemental Indenture is an Indenture.



          This Supplemental Indenture is an amendment to and implementation of the
Indenture, and the Indenture and this Supplemental Indenture shall be read
together from and after the effectiveness of this Supplemental Indenture.



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     Section 2.7 Governing Law.



          This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


	 	 	 	 	 
	 	STATER BROS. HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	Name: 	Phillip J. Smith 	 
	 	Title: 	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	 	 
	 	Name: 	 	 
	 	Title: